SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Messinger, Matthew

(Last) (First) (Middle)
C/O TRINITY PLACE HOLDINGS INC.
340 MADISON AVENUE, SUITE 3C

(Street)
NEW YORK NY 10173

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Trinity Place Holdings Inc. [ TPHS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 01/04/2021 A 200,000 (2)(3) (2)(3) Common Stock 200,000 $0 200,000 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") converts into one share of common stock of Trinity Place Holdings Inc.
2. The RSUs will vest as follows: 66,667 of the RSUs will vest on each of January 1, 2022 and 2023 and 66,666 of the RSUs will vest on January 1, 2024, subject to the reporting person's continued employment on the applicable vesting dates; provided that (i) all of the RSUs will automatically vest in the event of a termination of the reporting person's employment without cause or his resignation for good reason, and (ii) upon a termination of the reporting person's employment due to death or disability, those RSUs that would have vested during the 24-month period following the death or disability shall automatically vest upon the occurrence of such death or disability.
3. One share of common stock will be distributed to the reporting person with respect to each vested RSU during the thirty (30) day period after the applicable vesting date, except in the case of accelerated vesting upon a termination of employment, in which case the applicable RSU award(s) shall settle on the 60th day following the applicable vesting day (or six months after termination, to the extent required under Internal Revenue Code Section 409A).
/s/ Richard G. Pyontek, as Attorney-in-Fact for Matthew Messinger 01/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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